RESOURCE CAPITAL GOLD CORP. (TSX-V: RCG)
("RCG" or the "Company") announces it has
closed the previously announced non-brokered private placement for gross
proceeds of $4,000,010 (the “
Offering”), comprised of
2,857,200 common shares of the Company (the “
Common Shares
”) at an issue price of $0.175 per Common Share and 17,500,000 flow-through
shares at a price of $0.20 per flow-through share (the “
FT Shares”).

The gross proceeds from the sale of the FT Shares will be used to fund work
on the Company’s properties as qualifying Canadian Exploration Expenses as
defined in subsection 127(9) of the
Income Tax Act (Canada) which
will be renounced to the subscribers with an effective date of December 31,
2017.

The net proceeds from the sale of the Common Shares will be used for
advancing the Company’s projects, working capital and general corporate
purposes.

Finder’s fees payable on the Offering to Sprott Capital Partners and Mackie
Research Capital, consisting of (i) a fee equal to 6% of the gross proceeds
of the Offering placed by the finders (satisfied through the issuance of
1,371,374 compensation shares), and (ii) the issuance of 1,221,132
non-transferable share purchase warrants (the “Finders’ Warrants”) equal to
6.0% of the Common Shares and FT Shares placed by the finders were also
issued by the Company. Each Finders’ Warrant entitles the holder to
subscribe for one common share for 24 months from the closing date of the
Offering at $0.175.

All of the securities sold pursuant to the Offering, including the shares
issuable on exercise of the Finders’ Warrants, are subject to a four month
hold period expiring on November 20, 2017. Such securities will not
participate in the receipt of the third-party share dividend to be received
by the other RCG shareholders in connection with the transaction involving
the transfer of the Corcoran project previously announced by the Company.

Eric Sprott and 2176423 Ontario Ltd., a corporation which is beneficially
owned by him, acquired 7,200,000 FT Shares and 1,997,200 Common Shares
pursuant to the Offering (representing approximately 6.4% of the
outstanding Common Shares) for total consideration of $1,789,510. RCG
understands that, prior to the Offering, Mr. Sprott indirectly owned
16,949,000 Common Shares and 15,000,000 share purchase warrants
representing approximately 13.7% on a non-diluted basis and 23.1% on a
partially diluted basis assuming exercise of such warrants. RCG further
understands that Mr. Sprott now owns directly and indirectly 26,146,200
Common Shares and 15,000,000 share purchase warrants representing
approximately 18.2% on a non-diluted basis and 25.9% on a partially diluted
basis assuming exercise of such warrants.

RCG has been advised that FT Shares and Common Shares were acquired by Mr.
Sprott and 2176423 Ontario Ltd. for investment purposes and that Mr. Sprott
has a long-term view of the investment and may acquire additional
securities of the Company either on the open market or through private
acquisitions or sell securities of the Company either on the open market or
through private dispositions in the future depending on market conditions,
reformulation of plans and/or other relevant factors. A copy of Mr.
Sprott’s early warning report will appear on the Company's profile on SEDAR
and may also be obtained by calling (416) 362-7172 (200 Bay Street, Suite
2600, Royal Bank Plaza, South Tower, Toronto, Ontario M5J 2J2)

Forward-Looking Statements
This news release contains "forward-looking information" and
"forward-looking statements" (collectively, "forward-looking
information") within the meaning of applicable securities laws.
Forward-looking information is generally identifiable by use of the
words "believes," "may," "plans," "will," "anticipates," "intends,"
"could", "estimates", "expects", "forecasts", "projects" and similar
expressions, and the negative of such expressions. Forward-looking
information in this news release may include statements about the
Company’s plans for Dufferin or its other projects
and the respective timing for completion of any activities to further
such plans, the results of the Preliminary Economic Assessment on the
Dufferin Project or any other of the Company’s projects (“PEA”) and the
ability of the Company to achieve those results, including capital and
operating costs, mine life, anticipated internal rate of return and net
present value, payback period, ramp-up periods, production costs,
production parameters, recovery rates, assumptions on which the PEA is
based including metal prices and exchange rates, and the Company’s
prospects for growth and the ability to attain such growth.

Forward-looking information is subject to known and unknown risks,
uncertainties and other factors that may cause the Company’s actual
results, level of activity, performance or achievements to be
materially different from those expressed or implied by such
forward-looking information, including, without limitation, risks as a
result of the Company having a limited operating history, uncertainty
as to the ability to achieve the results described in the PEA as the
PEA is preliminary in nature and may have a wide variance from actual
results, risks from making a production decision without any
feasibility study completed on the Company’s properties, uncertainty
regarding the inclusion of inferred mineral resources in the mineral
resource estimate which are too speculative geologically to be
classified as mineral reserves, uncertainty regarding the ability to
convert any part of the mineral resource into mineral reserves,
uncertainty involving resource estimates and the ability to extract
those resources economically, or at all, uncertainty involving drilling
programs and the Company’s ability to expand and upgrade existing
resource estimates, any applicable regulatory processes and actions,
risks applicable to mining operations generally, and risk as a result
of the Company being subject to certain covenants with respect to its
activities by creditors, as well as other risks.

Forward-looking information is based on the reasonable assumptions,
estimates, analysis and opinions of management made in light of its
experience and perception of trends, current conditions and expected
developments, and other factors that management believes are relevant
and reasonable in the circumstances at the date such statements are
made. Although the Company has attempted to identify important factors
that could cause actual results to differ materially from those
contained in forward-looking information, there may be other factors
that cause results not to be as anticipated. There can be no assurance
that such information will prove to be accurate, as actual results and
future events could differ materially from those anticipated in such
information. Accordingly, readers should not place undue reliance on
forward-looking information.

All forward-looking information herein is qualified in its entirety by
this cautionary statement, and the Company disclaims any obligation to
revise or update any such forward-looking information or to publicly
announce the result of any revisions to any of the forward-looking
information contained herein to reflect future results, events or
developments, except as required by law.

Neither the TSX Venture Exchange nor its Regulation Services Provider
(as that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release
.

This news release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities in the United
States of America. The securities have not been and will not be
registered under the United States Securities Act of 1933 (the
“1933 Act”) or any state securities laws and may not be offered or
sold within the United States or to U.S. Persons (as defined in the
1933 Act) unless registered under the 1933 Act and applicable state
securities laws, or an exemption from such registration is
available
.